BURUNuburu, Inc. · OTC (delisted from NYSE American 2026-07-17; began OTC trading 2026-07-20; appeal hearing scheduled September 2026)
Effective Supply — the real overhang

From what's tradeable today to what's realistically coming. Bigger = more selling pressure ahead.

337.25M
Tradeable Now
(estimated float)
661.47M
Effective Supply
784.38M
Fully Diluted
Dilution risk10/10
CONFIDENCE: HIGH
EXTREMEAssessed Aug 29, 2026Trigger: ReassessmentCRITICALFloorless floating-rate preferred stock (death spiral)CRITICALNear-zero-strike pre-funded warrant overhang

Pending, actionable supply is roughly equal to the entire existing float. The Series B Preferred (733,853 shares, $100 stated value) converts at $100 divided by the LOWER of the prior two days' closing bids — a floorless, floating conversion that mechanically issues MORE shares as the price falls; 205,627,016 conversion shares are already registered and effective (S-1 333-297408, effective 2026-07-15) and become convertible on the 45th day after issuance, i.e. ~2026-08-31, and the company is separately obligated to register still more conversion shares after an authorized-share increase. On top of that sit ~114.5M unexercised July 2026 pre-funded warrants and 4.1M Indigo pre-funded warrants at $0.0001 — deep in the money at a $0.04 print and exercisable immediately with cashless rights. Realized dilution is equally extreme: shares outstanding grew 107% in a single quarter (179.0M on 2026-05-15 to 370.5M on 2026-08-12) and roughly 23x on a split-adjusted 12-month basis. Recent activity is relentless: 56,195,437 SEPA shares and 68,146,095 warrant-exercise shares in H1 2026 alone, with ~$97M of SEPA capacity still undrawn and the 60M-share S-3 resale registration effective. Counterparty roster (Yorkville/YA II PN, Indigo Capital, 1800 Diagonal Lending, Brick Lane, Bomore, Torcross, Boot Capital, Liqueous) is a who's-who of variable-rate microcap lenders. Two reverse splits (40-for-1 in 2024, 1-for-4.99 in 2026) with a third already stockholder-approved for the OTC market complete the reset cycle. The only mitigants are temporary: a ~90-day issuance standstill and a six-month Variable Rate Transaction prohibition from mid-July 2026, and the 205.6M cap on Series B conversion shares until the authorized-share increase — none of which prevent the Series B itself from converting.

Share Structure

Float to Fully Diluted Breakdown

NO DATA

Reported float from Insight Sentry (OTC:BURU). Adjusted based on SEC filing analysis.

Reported Float365.40M46.6%
Convertible Notes43.32M5.5%
2026 Brick Lane H&K Investment Note (issued 2026-02-06 for 295,000 Heckler & Koch AG shares); carrying value $14,025,000 at 6/30/26; resale registration for conversion shares not yet filed
Conv. Price: variable
Est. Shares: ~19.84M (agent-computed)
All outstanding convertible notes (aggregate, at conversion prices in effect 2026-07-10)
Conv. Price: variable
Est. Shares: ~22.09M (agent-computed)
Tekne Subordinated Convertible Note (Ambrogio D'Arrezzo); Italian Golden Power approval received 2026-08-05, so conversion condition is satisfied
Conv. Price: fixed
Est. Shares: ~1.39M (agent-computed)
Lyocon Convertible Notes (issued 2026-01-15 as acquisition consideration); intended to be repaid with July 2026 offering proceeds
Conv. Price: unknown
Shares: Variable — cannot estimate
December 2025 YA Debenture ($25M original; $15.5M carrying at 6/30/26) — SETTLED IN FULL July 2026 from offering proceeds; no longer an overhang
Conv. Price: variable
Shares: Variable — cannot estimate
Tekne Earn-Out — 5% of Tekne annual revenues 2027-2036 capped at €29,692,000, payable in cash OR stock at Company option at 20-day VWAP
Conv. Price: variable
Shares: Variable — cannot estimate
Warrants189.21M24.1%
pre-funded114.50M shares at $0.0001
common30.06M shares at $0.25
common32.79M shares
pre-funded4.09M shares at $0.0001
placement_agent7.33M shares at $0.194375
placement_agent437K shares
common0 shares
Other50K0.0%
Options / RSUs50K shares
≈ Estimated Actual Float

Reported float + filing adjustments

337.25M

HIGH confidence

Pending Shares as % of Float122.7%

Registered and convertible shares that could enter the float relative to current float size.

Fully Diluted784.38M100%

Share estimates are approximate. Convertible share counts based on current price. Review SEC filings for exact terms.

See the full breakdown

Red flags, financing counterparties, the deal timeline, and every SEC filing — free with an account.

Sign in to continue
Dilution profile
Reverse splits (2)
  • 1-for-40·Jul 23, 2024~2 yr ago
  • 1:4.99·Mar 2, 2026~6 mo ago
Active mechanisms
  • Series B Preferred Stock with floorless floating conversion (lower of two prior days' closing bid) — 205,627,016 registered conversion shares unlocking ~2026-08-31, plus additional shares after an authorized-share increase
  • ~114.5M unexercised July 2026 pre-funded warrants at $0.0001 with cashless exercise and a 9.99% blocker
  • 4,089,084 Indigo Capital pre-funded warrants at nominal strike
  • YA II PN SEPA equity line — ~$97M of the $100M commitment undrawn; 60,000,000 resale shares registered on S-3 333-295324 (effective 2026-05-12); paused only ~90 days from July 2026
  • 2026 Brick Lane H&K Investment Note — up to 19,841,664 conversion shares, resale registration required but not yet filed
  • Aggregate convertible notes of ~22,086,794 shares at conversion prices in effect 2026-07-10
  • 30,060,121 remaining YA Series 1-4 warrants (deep out of the money post-split but subject to weighted-average anti-dilution resets)
  • 32,792,859 February 2026 common warrants plus 437,239 placement agent warrants (anti-dilution protected)
  • Tekne Earn-Out payable in stock at Company option at 20-day VWAP, up to €29,692,000 over 2027-2036
  • Weighted-average anti-dilution provisions across notes, preferred and warrants that reset strike/conversion prices downward on every sub-market issuance
  • Third reverse stock split already stockholder-approved and intended on the OTC market

Stock data unavailable